Hope Springs Eternal
by HVulpes2.0
Summary: When Charmcaster seeks to improve her life and sanity, as well as safe guard the Alpha Rune and Ledgerdomain, she decides to make some changes. Like making an Omnitrix, and teaming up with Ben. How will this change the path of Ben's life?
1. Chapter 1

Disclaimer: This is a parody inspired by the works of Cartoon Network. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Hope Springs

Chapter One

Friedkin University, home to students and teachers, as well as it's own heroine and her villains. The heroine who was now trying to have a sandwich with her boyfriend and his alien dog. Which was normal here, given the natural weirdness which existed on these grounds.

A redheaded young woman and her dark-haired boyfriend were sitting near a part of the University's darkened halls. The woman, named Gwen Tennyon or as a hero Lucky Girl, had short red hair and green eyes. She had blue cat eye glasses, a blue hair hairclip, a light blue t-shirt with a darker blue collar, sleeves and a cat head emblem. A Blue plaid skirt, white knee socks. and blue sneakers. The man, named Kevin E. Levin, was a tall and muscular man with long straight black hair and brown eyes. He wore a black t-shirt with a ragged cut collar and sleeves, with a long sleeve shirt under it of grey stripes. Blue jeans with blue holsters for items, black running shoes and a lock on a wire with the number eleven on it finished his look.

"So that little field trip with Ben and Rook was amazing. Even if we had to do it on a deadline to make sure we got back for school to start. It was great while it lasted and we have to find a way to do it again." said Kevin as he was working on his hoagie.

"You're just saying that because you and Rook found a number of car parts and other tech for your rides." Gwen continued as she was a little less ill-mannered as she ate hers.

"And you didn't have fun sorting through alien magical artifacts and spellbooks when you found them? I'm sure that Professor Hex is getting giddy at the idea of studying them when you get done with it." he countered back between his chewing.

"The items I picked up are interesting, the university is happy I am lending them to it for study for as long as I'm here. The professor is hoping that by studying alien magic, we could find a universal unifying theory of mystical laws. A base code for magical processes. We know that magic has a name and source, but this could show I how it works in it's most elemental state." she said, excited at the ideas which could come from these studies.

However, it also brought up something else, "I'm still wondering where Charmcaster is. After the whole game show incident, she disappeared from her bag. She seemed to have gotten better during her time away from the Alpha Rune, making up with her uncle. I think she had been using the Rune as an anti-depressant and it was warping her thinking. Without it, she was making progess, and I hope she isn't going back instead."

A voice from the dark halls near them replied, "Aww... I didn't know you cared. And no, I haven't gone back to the Alpha Rune. It removed some of my issues, but gave me more trouble then it was worth."

The woman was slightly older then they were, and more buxom then Gwen. Her hair was silvery white save for the parts which she had dyed purple. Her eyes were purple as well, with Eye of Horus make up, multiple earrings in her ears. She wore a magenta coat with a pink gem on her chest wrapped in gold, black on her torso in a pattern as well. Pink highlighted purple marks, hearts on just below her shoulders and on her hips as the coat took on the appearance of a skirt with a pink trim on the bottom, and a large stip of purple between smaller then pink on the sleeves. Dark purple tights blended in with her shoes and matched the fingerless gloves she wore.

The two other people tensed up and moved into position where they could fight better, before the women in purple known as Charmcaster, spoke, "If I wanted to attack you, why removed the element of surprise. I have multiple chances to attack, but didn't. So this is either a friendly vist... or I am playing a longer game. If you can't tell, it's the former. As much as I hate to say it, I owe you Gwen for helping to clear my head and get it on straight. Or straighter. So I'm here to talk to you and my Uncle as thanks."

The two others relaxed a little bit as they figured they wouldn't be fighting shortly. Gwen nodded and then said, "Professer Hex should be in the library studying. We'll wrap these up and head there. They we can talk."

Moments later...

Gwen watched the two relatives embrace as they united. Hex spoke, "I hope this time you're more willing to follow the same path as I decided on."

"Yeah... Couldn't be more worse then the life I have been living. If you know what I mean. Besides, I am the protector of Ledgerdomain and the Alpha Rune." said the silver haired woman, as she mentioned her best action in the last span of her life.

"On the topic of the Alpha Rune, I hope that you're not over using it again." said the man with the skull face tatoo.

"I know. Not the best medicine. I have weaned off it and looked for other methods of making myself better as well as gaining power." She answered back, which surprised the two young people there.

"Why would you need more power? The Alpha Rune is all powerful and that makes you crazy as hell? Do you think it's a good idea to be looking for more power?" asked Kevin, getting the words Gwen was thinking in a more polite way out in the open.

"Because of all that. The Alpha Rune is ultimate power, but the unfiltered power of the complete mastery of magic is too much for even the strongest minds. Given how broken most minds, especially mine was, it become a tool of mass destruction. The trouble is, this will not stop people from coming after it. It took Adwaita's use of the Rune to keep them from taking it. So it's only a matter of time before he or someone else comes for it. Given what flaming turtlehead and Ghostfreak did with it, it might be best for nobody like them to have it.

Which means that I have to have power, which I can control and won't make me out of control, as well as being powerful enough to protect the Rune and the realm it creates. As well as magic itself. I might not be the best guardian for all that, but I'm what you have for the moment." answered the sorceress as she pointed out the reasons for gaining power.

Gwen hated to admit it but, "She has a point. The Rune is easy to abuse, and even Ledgerdomain has elements which could cause major trouble if the wrong hands get a hold of it. It has to be defended. Charmcaster is up to the task, even when... not well. Mostly. So gaining power is not a bad idea... if we know what kind of power you have."

"A magician doesn't reveal all of her tricks..." The looks she was getting made her know she was not going to get to leave it there. So she moved to pull up one of her sleeves to display it. The device was a perfect replica, but in her colours. Magenta replacing white, purple replacing green as a trim, and a black screen. Instead of being square, it was now heart-like shaped, like the ones on her coat. It had the holographic interface in magenta, with the same head icons.

"You stole Ben's Omnitrix... and did something to it?" asked Kevin, as he recognized the device even with the changes.

"No...maybe... Well, he still has his, I just found a way to get my own. Or used one of the ways to come up with one. It's strange not many people thought to make their own, isn't it? I mean Vilgax spent years chasing Ben and getting ready to take him down for this... and then had Albedo who could have made them for him. I guess now adays revenge on Ben is more important then the Omnitrix." she began to ramble in a defensive way, trying to deflect from the shocks.

"It's not that easy to get an Omnitrix..." said the dark haired grease-monkey before the elder man spoke up.

"Actually it is, if you're determined to get one. Dr. Psychobos and Albedo have made their own from stolen designs. With that, there are must be dozens of ways to get one. Even if not aided by powerful magics. The major element which prevent most people from trying to make their own is going up again Mr. Tennyson and Azmuth. One who knows ways to use the device better then the inventor, and the inventor who knows more of the fuctions and flaws of the device better then the main user. Either one could shut down most users in time. Even without the device, the two of them are quite formable opponents." Everyone looked at him curious on how he knew all this, "Just because I am no longer a villain, doesn't mean I don't keep an eye in the world for threats."

Gwen absorbed what she was being told, thinking the best way to put it together for everyones benefit. Then she continued, "The threat is the people behind the device and not the device itself. Given you powers, your poistion and the questions of how you know how to get one, you don't fear Azmuth or my cousin stopping you."

"Not really. Besides, Azmuth would likely be interest in the potential of combining his invention with an active magic user for the data alone. Plus I am willing to make compromises, as long as they're not a burden. As I said, I need an edge against those who want the Rune and the kingdom around it." continued the silver haired woman, as she did make a point.

"You might be able to keep it them..." started the Tennyson woman before her boyfriend interrupted.

"Seriously, Gwen? We're letting little Miss Psycho have the most powerful device in the universe?" asked the dark haired man as he raised his hands in amazement.

"Little Miss Psycho is my neice, remember. And I doubt that Miss Tennyson has given thought to some compromises Charmcaster will have to make. Am I right?" answered Hex, who had been quiet and listening to this change of events.

"Ben and Azmuth will be notified, but I will recommend you having it for a probation period. I don't like you have all of that power, but if it keeps you off the Alpha Rune and keeps the powers your guard safe... sacrifices can be made.

You will tell anyone the Plumbers ask on how you can get an Omnitrix. Also you will be under Ben's supervision. If he can take out Albedo, he can take you out. These are just my recommendations, others may listen or ignore them, taking your Omnitrix from you. Understand?" said Gwen, a serious look on her face.

"Fine. We'll wait for you to call the space cops here, and get to know Uncle and you guys better."

Elsewhere...

Powerful beings, with the power to bend reality were watching. They had changed things, like that which was happening in the university, the city of Bellwood and elsewhere. The world had been changed, is changing and would be changed. As this universe had budded from the main timeline, they watched. Watched, wagered and waited. As the game began...

Mr. Smoothy, Bellwood, USA

Ben Tennyson, hero of the universe and wielder of the Omnitrix, was thinking of his romantic life. Which sucked. He had accidentally dumped Julie and had been dumped by Ester. He had thought of the sexual tension he had with his old crush Kai, but she had a boyfriend, so it was mostly in his own mind. So to paraphrase a saying, 'Lucky in saving the world, unlucky in love.'

'Of course, I'm not lacking in women wanting a hero as a boyfriend. But it's not more then crazy crushes on their part, then again most normal women can't handle life with the Tennyson brand craziness. Which might explain why grandpa had more dates with aliens and my parents have a new age mentality. Most of us don't do normal well. So I'm guessing I'm going to need an alien or a human as odd as the rest of my family to my my romantic life work.' he thought to himself as he taste tested the various smoothie mixtures he had ordered.

'I do get more thoughtful when drinking smoothies some times. Wonder if it's related to what I drink?' he continued, as he recieved a call on his omnitrix. Stopping his sucking, he answered it.

"Ben, it's Grandpa Max. I got news from Gwendolyn. Charmcaster has come back." started the older man on the communicater, before being stopped by the brown-haired man with the Omnitrix.

"She needs my help kicking butt. I'll be right..."

"Stop Ben. Apparently Charmcaster is making admends, trying to turn over a new leaf. Which would be fine... except she some how created her own Omnitrix."

"WHAT?" shouted Ben, startling everyone in hearing range.

"Charmcaster is claiming she made it to help defend the Alpha Rune, but without using and being corrupted by the magical artifact. Given the contrast between the Rune and the Omnitrix, one is safer then the other. The Rune will need to be defended, no matter what. This might be the best option."

Ben hated to admit it, but that made some sense, but hated the idea of having to share the Omnitrix. He knew he was not defined by the device, but he liked the idea of being the only one with it. Except for Albedo's Ultimatrix... or Khyber's Nemetrix... or... you know, there was a lot more of them then he thought.

As quickly as those thought passed, Ben knew there was more. So was not surprised when his grandfather continued, "We decided to ask her to come here. So we can analyze her Omnitrix, get her how she was able to duplicate it, and judge if we should let her keep it. Which is why Azmuth is coming to Earth. We're sending you and Rook to pick her up. The two of you can keep a watch on her and make some judgement comments, plus the two of you are the most suited to dealing with a 'Trix wearer in the field then anyone else, other then Gwen and Kevin. Just in case."

"Well, it would be nice if some of our bad guys figured out crime never pays. Plus Charmcaster was more crazy and damaged then evil most of the time." Ben told his elder and superior in the Plumbers, not mentioning out loud how hot she looked. Even aliens thought so, if Hobble was an example. He instead said, "The evilest thing she did, killing an entire dimension plus me and my team, was the resurrect her murdered father. Good thing he convinced her to reverse it. Or I wouldn't be here."

"I can understand and hate that disaster, but we have to deal with what we have. The possibility of getting her away from the wrong path is important now. Especially since she's a powerful sorceress, commands Ledgerdomain and the Alpha Rune, and finally now has an Omnitrix. Because otherwise she would become one of the greatest threats we have seen. Even if she's just 'crazy and damaged' like you say. So Rook is picking you up for your escort any minute now. You know what to do. Just be careful, Ben. We don't need to offend or annoy her just yet. Not till she gets use to you."

"Understand, Grandpa. See you when we get back." said Ben as the Max's Plumbing truck, the disguise for the Proto-TRUK, pulled up. "Looks like it's time to go."

Elsewhere...

Adwaita watched from his mirror he had developed for scrying. Looking for a weakness of his enemy to exploit for his benefit. Which would have been much easier if she had kept using the Alpha Rune. She like him had discovered the corrupting power of the Alpha Rune, even with it's infinite magic. Instead she had a new power, one which he had not counted on. One which gave her allies he had not expected to face.

Collecting his thought, he concluded, "No matter. All of my enemies will suffer for crossing me. Taking my power. My kingdom. I'll merely have to make some small changes to my plans. Collect the right artifacts, convince the right allies to work for me. Perhaps take a look at the girl's allies, and the enemies of those allies who could be my allies."

He continued work on the magical tool he had been tinkering with, a charm of elements which would allow him to boost all of his elementals spells. Just like his natural powers aerokinesis boosted his wind spells. Weaponizing the elements was a common tool of magic users, which would make it easier to fight his enemies.

"I'll need many weapons. Many soldiers. Overkill is the best kill in this case. Swift actions will lead to defeat, cautious actions will lead to victory. This doesn't mean I can't test them for their flaws, their strengths." he said as he looked at the other magical items he had created or collected.

Including the equipment which he was using to make new servants. Instead of stone warriors which the usurper was using, he would use something stronger. Something better! He had a few options to work with, but had yet to settle on which ones and form to use.

He turned to his enemy, the usurper, who was waiting to leave one set of allies for another. Finishing his charms, he moved on to develop his new warriors. Preparing for the battle to come, where he would get what he deserved.


	2. Chapter 2

Disclaimer: This is a parody inspired by the works of Cartoon Network. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Hope Springs

Chapter Two

It had been a short trip from the university to the Plumber base, which was fortunate as it took longer for the examination of the Omni-matrix which she had made. What made it interesting and less frustrating, was the fact the original maker of the Omnitrix was looking at it.

"Well, it's just as good as the Omnitrix Ben has. No obvious defects. So how did you make it?" asked the small grey frog-humanoid alien.

"Like I told Gwen, it's less that no one can make an Omnitrix. It's just that they focus on finding one which is already made. Maybe because they don't have the brains to do it. Maybe they want revenge on Ben. Maybe they can get the schematics, and need the original.

Then you have those who can. Albedo and Psychobos who made their own. Which means it's possible to make your own. Either getting it from them, making them make one for you, stealing the schematics or a copy, magic, time travel, dimesional travel, spying and so on." she told the genius who seemed to have not noticed the ways his work could be duplicated.

"As expected." was his answer which shocked everyone there, including Tennyson and his grandfather in the Hawaiian shirt.

"Wait a minute, Azmuth. Are you saying that you knew the Omnitrix could be duplicated? Isn't that dangerous?" asked the older man, leader of Earth's Plumber's force.

"Yes and Yes. Anything which can be made, can be duplicated. As Charmcaster pointed out, Albedo and Psychobos did so already. They needed a template copy, but in time people could create their own. Just wanted to check to see if the lady had figure out something I didn't know.

As for it being dangerous, everything is potentially dangerous. Most life needs water, but in the right dose, it becomes a poison. All of the species in the Omnitrix exist or existed in nature somewhere. Which means we can expect and fight them from what we know of their species. The real danger from the Omnitrix was some of the more powerful members, the ability to change as well as adapt, plus the machinery it's self. Which we all know can destroy the galaxy, if not the universe, when not treated right." Azmuth was thinking deeply as he looked at the copy of his signature device.

Taking a few minutes, he then continued, "Now I understand the young lady has not had the... most stable or legal life up to this point. Which are points against her keeping this device. One the other hand, she has been clever enough to create this copy. Plus I am curious of the effects of a Mana Specialist using the Omnitrix, just force the scientific data it could provide.

Which is why I have added a few things. When you used your magic to synch it up with the computer systems the original is connected to, even if switching the default human DNA from Ben to yourself, I gained a connection to it. Which means if I leave it with you, I can monitor your behaviour and then remote access it. Transforming you back when you are safe, then teleporting it back to me if you prove unworthy. And don't think I can't, even with your magic power. I may not be the best expert on mana in the universe, but I know enough.

Finally, given your need to protect the Alpha Rune, while keeping sane enough to rule Ledgerdomain... you can keep it for now. On the condition you recieve training from Ben. Also subject to review by myself and select others. As well as all data on the use of mana when combined with the Omnitrix. Understand?"

She nodded as she felt relief at the ability to keep the device. Even as Max committed, "I'm not sure about this, but if Azmuth is saying he's okay with it... then I'll give it a try. Just be on your best behaviour. This is the best chance to improve your life."

He then continued, "So Ben will be training you in the use of the Omnitrix, and you will be under probation until we can determine that you will use your chance wisely. You will keep in touch with the Plumbers as your probation office. The Plumbers will help to provide housing unless you can find and pay for your own."

She nodded as she knew that it would be expected, given what she had. They would be watching anyone who had the same device as Ben with a close watch with open eyes. Yet she knew she needed it.

"But first..." said Max as he continued, his speech, "You're going to need to show us what you got."

Later in the training room...

Charmcaster was getting ready to test herself against a robot training dummy, to begin with. She moved to her wrist and activated the holographic interface. Spinning through the number of different heads which represent the different aliens she could transform into. Trying to select which one she wanted to turn into. When she found one which she wanted, she smiled, and activated it.

She turned into a humanoid made of red pieces of what looked like heated stone or solid magma, with a more curvy figure and a slight more thrust on her cheast where he breasts would have been. A chunk with facial features was the head, allowing people to see what she was feeling and think. The flame between the pieces of stone was a brillaint magenta instead of the yellow in a normal Pyronite. The magenta energy also too the shape of a flame on her head which bent downwards in the kind of burning ponytail.

"Okay, is the colour change like Albedo? A defect of the device? Or is it something else?" asked Ben as she watched her.

"Decide to combine a few things to give it a signature to make sure I didn't blend in with the crowd. Unless I want to. There a function to make me look like all the other aliens instead of my special image of them. Let me test some things." she told them as two inanimate dummies were brought out.

She threw a violet fireball at a couple of them, which did the same kind of damage which Ben's Heatblast fireballs of the same size did. Or what was what she could figure out from what she had seen and what she had scry while watching the Tennysons. But for the next couple, she made a slight modification as she used her Uncle's spell.

"Berdi Mordo Nata!" she shouted as she then flung a beam of fire, which had increased in violence as the hit the dummies. She then continued, "That had to be more then double the spell when my Uncle casted it. That and it needed the Staff of Ages, which requires a master magician to use properly. So being alien must have boosted them enough to cast it without the aid of a magical artifact."

She had been talking both to herself and the watching audience. She was sure they were looking for the data they could from the mix of science and magic. She was interested as well. From the time she had tried to steal the Omnitrix from the ten year old Ben Tennyson, she was wondering how powerful the aliens could make her magic.

She then tried a few more aliens, first focusing on those with elemental powers. Earth, air, water, fire, plants and so on. Adding different spells which made use of those elements as well when she was in those forms. Each forms she changed into had an aspect of her signature colours of white, purple or magenta. Just to give her some style. In her mind, she figured all life did things like that to make them stand out.

Hitting and attacking the different dummies with her powers and powers-boosted spells, the remains were collected and likely recycled into more dummies. They always, however, had more. Which was not surprising given their technology.

After a series of tests of the powers and the spells she could have access to, they stopped and the plumbers come to speak to her. Magister Tennyson spoke first, "Well, we have a baseline of your abilities. But we're going to need a lot of practise before you can use spells with your aliens. The extreme power of the combination will require training for master. The first step will be mastering your alien powers. So try to avoid magic when alien unless absolutely necessary."

Charmcaster had to admit this was true, even if she found the use of the combo excelerating in use. Most magicians have learned with training, control is just as important as power. In her mind she had to admit, 'Especially given my lack of control over my mind and personality with use of the Alpha Rune. Mistake learned.'

Max was watching her and waiting for her to finish her thought, he continued, "We have found a place for you to live. You will be given a job as a magical consultant for the Plumbers, which will give you a paycheck to aid in the readjustment to society. I will give you the first check and the address of your apartment, and Ben can help you get settled. There is also a little bonus to help furnish the apartment if needed."

She nodded and she prepared to get ready for her new life.

Elsewhere...

A young woman was walking up to the cloaked figure. The woman was an Asian lady with black hair with purple highlights with a long ponytail. A pink bow which looked like cat ears on her head, with four lines on her face looking like whiskers. She wore cat eye glasses, a white dress with purple highlights with pink trim. Pink tights, light purple sneakers, white cat paw gloves with purple wrist guards, and the final accent being a purple chocker with a silver bell.

The woman known as Nyancy Chan was a supervillain with the power to control cats or cat-like creatures, if the creature has a lot cat like characteristics. Which was why she was visiting the cloaked figure, with a pink purse containing money. A large stack of hundreds. The catty criminal asked, "Do you have the order filled out I requested?"

"Yes," said a voice which one couldn't tell was male or female, only digital. The other being pulled out two things in it's glove covered hands. One was a copy of her necklace with purple ribbon with a silver bell. The other was a kind of ray gun which looked like a cat, black with two yellow holes in the gun barrel which looked like cat eyes. The targeting sights looked like cat ears.

"The first is the Amplification Bell, able to boost your cat control powers to the point of controlling any being with any cat like characteristics. The second is the Bast-er, a ray gun which could turn any being into a cat-like version of themselves. Their combination will increase your power and threat. I will also include their schematics, if they needed to be rebuilt." said the being, handing them over as well as memory stick.

Nyancy was smiling as she took what she had ordered. Taking off the version of the necklace she was wearing, replacing it with the more high tech version of it. Once done, the Asian woman handed over the money. The creature counted it and then walked away, as did Nyancy as she was soon jointed by her cats and some larger felines like mountain lions she had attracted to her.

She began to plot on what she could do next. The obvious question was who to turn into cats first? She thought, "Tennyson would be the best given all of his powers. If the Bast-er has the power to turn people into cat version of themselves, Tennyson would have to turn into cat like aliens with superpowers. I would be all powerful, meoooww!

Still, turn trained police officers, Plumbers or any other skilled people would be great too. Purrfect Kitty Cat Soldiers who would follow my orders like law. Able to hunt down and pounce on my enemies, so I can turn those enemies into more of my minions. Superpowered and/or superskill warriors would help me in my plans.

The easiest way to get those kind of minions is to commit a common crime. Rob a bank, knock over a jewelry store, or something to attract police attention. Turn some hostages into slaves, then turn the cops when they arrive. But if I want to get Ben Tennyson after me, the only way to get hist attention is...'

Later...

Ben had been had been showing Charmcaster to her new apartment, in Undertown, given the influence the Plumbers had down there to make things move smoother. They had teleported in basic human furniture, supplies, food and whatever a person would need. Even if Charmcaster said she could teleport what she needed from her home in Ledgerdomain, or using money gained through legal methods.

Turn on the television to show off the basic cable package they had gotten her, the local news channel broke in with a Newsflash. The anchor on the screen started to speak, " Breaking News. Local police have reported that known villain Nyancy Chan has decided to hold up a Mr. Smoothie restaurant, holding the people in side hostage. Soon after, she managed to fill the place with feline humanoids without showing how she snuck them in there. Police have her surrounded, but she is holding back from talking to them. Police hope the hostages will be alright."

Ben looked at the older sorceress and said, "Well, looks like a good chance to test out your powers. Remember, powers or spells, not both until you have more training. If in doubt, follow my lead. Or use all of the examples of the fights you saw me do as a thing to follow."

"Okay. So you want me to teleport us there or do you want to do something else?" she asked him, making him realize the skills and abilities they had access to with Charmcaster on their side.

"Teleport us there if you think it won't tire you out or harm you. If not, we'll take my car." The was followed by her nod, a chanting of words, and then a flash of magenta light as the world around them faded away. As the light died, the world had changed around them. Including being behind police lines in front of a Mr. Smoothie. The police turned and looked at them, as Ben began to explain everything.

Ben and Charmcaster had been debriefed as well. The catty criminal was followed by various cat like humanoids of various ages, from various degrees of catty-ness. One of the officers had video of the events so far...

Charmcaster looked at the villain and said, "This is a threat? A small woman who has the power to make cats and cat-people do what she wants?"

"Not all villains are A-Listers, some are on the D-List. But even a D-Lister can be dangerous if they get the right weapon or plan. Like the time Nyancy took control of me as Rath and made me do what she wanted. Fortunately I had a partner and two angry women helping to free me. But with Rath under her power, Nyancy became much more dangerous." he told her as he looked closer to what video showed, which made him uneasy.

"The thing is, she can only control beings who look like cats, not only slightly cat like. At least not for long or totally. There are a couple of these cat people who only had cat ears and tails, which wouldn't allow her to control them. Something's changed..." He continued, before from a blocked off window and energy beam was fired out at them. Multiple times. Some missed, some didn't.

Those that hit people... and one or two police dogs... were transformed with more feline features on them. Same clothes, same general appearance depending on the level of cat-ification, as well as any weapon they were holding at the time. Which were now aimed at Ben, Charmcaster and the other police officers. Shots fired, not at people but to move those people in directions which would take them from cover. Right into the beams of the weapon turning people into cats. They are all dodging while trying to avoid the beams and cat people.

Ben used the omnitrix, trying to select an alien which could be of use. Only to be kept from from using it in the battle, as he had to scramble for some place to avoid two different kinds of shots. While more and more people, including a large number of police, being transformed. The young brunette was getting the feeling Nyancy was hunting for him with this Mr. Smoothie job, wanting to have a redo with Rath but with more options.

Looking over at Charmcaster, she had summoned a mana shield to defend herself from attacks. He ran over to her, getting behind the shield the best he could. She looked at him and asked him, "Do you have a plan for this? Cause I didn't expect to be fighting kitty-ifed zombies."

He turned to her as he was thinking, "I never have a plan. Parts of a plan, maybe. But not a plan. Fortunately, I am great at improving. So I have an improv. I just need you to help me with it. Can you do..."

He then began to explain what they were going to do...


	3. Chapter 3

Disclaimer: This is a parody inspired by the works of Cartoon Network. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Hope Springs

Chapter Three

Charmcaster had to ask, "So how are we going to stop a group of mind control cat cops, so we can go into a store to face a cat control villain with a cat making gun?"

"Simple. Don't get hit." said Ben, as he hid behind the mana shield only to be given a nasty glare.

"Seriously? Please tell me that Gwen was the one to come up with the plans to beat me." said the white haired woman as she rolled her eyes, while adjusting the energy to keep the shield up no matter the bullets fired at them.

"Look. The ray hit a lot of stuff, but only the living things have turned into cats. Non-living things like cars and cement aren't affected. Therefore we have four possible options. Become intangible, but the ray might still work on us. Become invisible, which would make it hard for Nyancy to hit us. Become something which can make a shield or move the beam. Become too fast to be hit, but there is a chance to she could still hit us. Fortunately, I know which aliens to use for each plan." he quickly explained to her as Ben looked at her, waiting for which plan she was willing to try.

Moments Later...

Charmcaster had transformed into a being of pale green diamond like crystal. With a purple and white uniform on her body, a bump on the chest Ben didn't have as her back spikes were thinner and shorter, and her eyes were glowing magenta. Luck of the draw had given her a form which could create and move the shield. A small test, to see if her crystals would transform, proved at least the ones not connected to her body remained in their gem form.

Ben had pointed out the benefits of this form was while she could charge in with a riot shield made of diamond, her back was protect from bullets due to being made of diamond. So when she busted into the building Nyancy Chan was using for her plan, she was well protected. She was also soon facing a rain of energy blasts on the shield. It held, preventing the transformation into a cat-person, but also made it impossible to see beyond it.

'So I am going in blind, hoping I can tell where she is from sound and impact on my shield. While Ben uses an alternative path of attack. I either have to take her down or take up her time till Ben can do it, or both.' she thought to herself, as the villain before he began to speak.

"Well, well, Ben Tennyson. You finally decided to show up. You know it's bad manners to keep a lady waiting, nyan! Fortunately, you can make it up to me... but get out from behind that stupid shield and letting me Bast you, Nyan!"

Charmcaster had to ask herself, 'Are all speeches villains give like this? Were mine? Then again, I was insane or mentally unstable for most of it. Besides it's likely one of those things which is more fun to do, then experience. Like practical jokes. Now how to do this while making her still think I'm Ben, since that's who she thinks I am.'

Deepening her voice, she said, "Well, I was busy getting a smoothie across town when I heard this was going on. While I like getting attention from female fans, you really shouldn't have done this to get mine. So if you could drop the weapon and surrender, we can get back to our frozen drinks."

Even not seeing the villain, Charmcaster could sense the questioning look in the tone of voice, "What's wrong with your voice? Did you get a cold or something? Cause you sound all kinds of weird?"

"Which is why I was getting a smoothie with a ginger and lemon extract." was the answer, which the blinged out alien hoped was a witty comeback.

"Whatever! Get out from behind there and fight me!" shouted the other woman as she was getting frustrated, Charmcaster could hear the pounding of the minions and blasts from the energy weapon.

"I don't think so. I'm not using a litter box if I don't have to. Sand is course, rough and gets everywhere. Including some places I don't think anyone wants it." she said, hoping she could either get a lucky shot against her or Ben did what he was going to do.

The energy attacks stopped, and the magic using shapeshifter was wondering if this was Ben's move or a fake out by the villain. Deciding to take the careful route, she decided to expect this to be a fake out unless she could be sure things were undercontrol. She made sure to keep an eye around her and from behind her as much as she could. Since this slowdown seem to hint of the cat-obsessed girl looking for a surprise shot.

As she tried to figure out where the foe was, given the attacks by the cat-minions and limited ability to view the battlefields. She shifted the wall to give herself more cover, to surround her. Before she could do anything else, she heard her foe begin to countdown from three. Then she sensed something above her, as she turned to see the purple clad superhuman as she was launched into the air over Charmcaster's wall and behind her.

"Well, Ben Tennyson... Wait! You're not Tennyson, are you?"

"What gave it away?" said Charmcaster smugly, as she plotted her options on avoiding being blasted.

"Tennyson is into green, you're all purple. Nyan... It doesn't matter. Once I make you my slave, I can do the same with Tennyson and have two super-kitties!" She held up a cat-shaped gun of some kind as she aimed at the diamond-like alien. Only to freeze up for a few minutes and point the gun down. She then said, "Cats drool and Dogs rule!"

She then pulled her bell off and stomped on it with her feet, breaking it. Followed by her looking to the gun and saying, "Good thing this thing has a reverse switch."

The alien in purple watched as some kind of energy wave launched out from the gun, as groaning come from around her like people waking up from something. Taking a while guess, "So what took you so long Ben?"

"Had to make sure she couldn't touch Ghostfreak even if he was in tangible and invisible. Her being distracted by you did the trick. So can you use Diamondhead's crystals to lock her up so I can get out of her." said Nyancy as she was being controlled by Ben's alien ghost.

"Give me a few minutes and we should be done here." said Charmcaster, as they finished up the mission. Soon the criminal was trapped and the two of them were finishing up with helping the police as well as the victims. Once everything was taken care of, including some healing spells from the silver haired sorceress' human form, Ben summoned his car. The phone app activated the self-driving feature as well as the GPS system to get them back without wasting energies for a teleport.

In Space somewhere...

Verdona Tennyson, an alien being made of sentient mana energy which as also known as magic, had just received a message. From her family as well as the First Thinker of Galvan Prime 2.0, it requested her skills in the mystical arts to study a young human magician who now had an Omnitrix like her grandson Ben.

"Now that is interesting. Magic mixed with alien bodies as well as the technology of Azmuth? There's a lot of fun and wonder to behold there while I help her help others." using her magic she summoned an image of the young woman. She continued, "Young, beautiful, smart and magically gifted. Hmmmm... If I played matchmaker between her and Ben, the great-grandchildrens' potential would be incredible. Perhaps a lot of them would have the Spark in them."

Verdona had left her family when they lack the Spark of being an Anodite and developed their own lives. She had returned when Max was said to have died in the Highbreed Wars, to discover her granddaughter having the Spark. She also discovered humans were attached to their physical forms, but there was still hope one or more might be interested.

"Of course, if they are against loosing their bodies, they would hate having their minds changed. Unless I use much more subtle methods, limited mind influences and much more manipulating the physical world around them to encourage romance." She started to think of the mana tricks, or spells as the humans called them, she could use. Making her more interested in sticking around for a while.

"There's also the question of what kind of skin to use. The one I used in to first meet Max when I was running from the andriod who wanted to use me as a battery? Granny Tennyson? Something new? Perhaps something in a new shade of human? Or something alien? A mix? Something from one of their delightful forms of entertainment?" thought the alien, thinking of a physical body like a set of clothes.

Elsewhere...

The figure watched from her screens, at the results of the devices which they had given Nyancy Chan. They had worked the way they had supposed to, turning people into cat-people and enhancing her power to control them. Proving their inventions were worked, allowing them to move forward with their plans.

'The Alpha Rune, the true name of magic and source of all arcane power. Which would allow me to remake the world in my image. I will have my dues. I am not there yet, not powerful enough to overcome it's guardians. The device I need to invent to make it possible will take time, money and special parts.

Which I can get between my resources and trading my inventions to others for what I need. Especially the password into Ledgerdomain, which is taking forever to break it. They just need to change the password every few minutes.' though the figure as they continued to work on their devices.

The device was a computer, which contained a few more... exotic elements. They were designed to increase the computing power of the machine, allowing it to crack the code faster. A lesser version of the computer was being used for other project. Still, the computer needed more upgrades. Which mean more trading more devices for the special elements for a magic hacking harddrive.

Looked up police reports of the various criminals at large, as well as the rumors from undertown. Looking for customers who would be interested in the designs they could create, and a list was compiled. Making notes on them and what they could want, matching them up with previous designs or ideas. Then the minions were given their tasks.

While this was going on, a new plan popped into their head. Another option for getting what they want. For moving forward with their plans to get the Alpha Runes. Which could then be adapted for the masterplan. Beyond just getting the Rune, there was the rest of the plan.

'I believe top open up my options now.' they finished as a new plan was formed.

Back in Bellwood...

Ben was looking back at the changes which had happened in the short term. Which started with the changes of one of his former enemies again... or more exactly Gwen's enemy. Since Charmcaster was more a magical foe, not getting along with her till they saw the dark origins of her and Hex.

'Guess it just shows you that if you can reach people in the right way, you can help them to become better. If they want to change. Like Hex for Charmcaster, and both of them for Spellbinder. Or Kevin for Gwen.

Then again she was more crazy recently then evil. Caused by having the ultimate power of magic, making her unstable. But after some separation from the Rune, she had gained back much of her senses. Including the ability to know how to make an omnitrix from some method. Which seemed to include a number of methods from what she had told us. Which makes sense to a degree given the knock offs.' thought Ben as sat on his sofia in his apartment, watching Sumo Slammers on demand.

The fact they had just stopped Nyancy from turning the city into her own personal litter box had helped to give credit for her conversion. An event which caused another set of questions. Like...

'How did Nynacy get a Bast-er, a ray gun with the power to turn people into catmen? Where did she get the bell which boosted her power to control feline creatures? Something which boosted her powers, making her a bigger threat then before. Someone must have given her the tech. Which means we have someone giving out power boosting technology to villains, making them worst threats then they're normally are.

But Nyancy is not telling us where she got it from. We don't have any kind of clue where it came from. Save for the tech we took off of her. Which Blukic and Driba is looking into it for now. Not much I can do about it now.' thought the young brown haired hero, taking sips from his smoothies. Rewards for his work in protecting the store which sold them.

He sighed and then thought, 'Nothing but keep training, and helping Charmcaster train as well. Hopefully, we can help her master the power she now has. As well as the potential she could have.'

In another part of Bellwood...

Charmcaster was examining her apartment, furnished at the expense of the Plumbers. But it was just wasn't... her. She needed to fix it so it looked more like her style. She thought to herself, ' Well, fortunately, I have magic to fix this. Just a few changes with transmutation spells, and I can set it up to my style. Then I can summon some of my things from Ledgerdomain, not the valuable things but the more useful ones.'

The room changes, to resemble something more gothic then the more modern style most apartments had. Which was something from the seventies or eighties in many of them. It didn't seem to be natural to the building, but it made her feel home. Given her last major home was a castle.

Once she had made her new home more comfortable, she then began to figure what she had to do to master her magic in other alien forms. She thought to herself, 'I have to master the alien bodies then I can use my magic in those forms. I just need to become adjusted to the mana flows from the new alien bodies. All I can do is practise and get better at it.

Till then, I learn on the job with Ben and the Plumbers.'

Author's Notes:

Trying an experiment of a non-crossover, rather then my normal crossover fics and ideas. Along with a Charmcaster/Ben romance, but not sure if it will work or not. But seems like an good place to try things out.

That's being said, just because I won't be using crossovers, doesn't mean I won't add elements inspired by other media and ideas. But I am working on ideas of new OCs due to the need for them. Much like how Albedo had been created by the show to replace Kevin as Ben's evil counterpart. Or how Sunny might have been a replacement for Charmcaster with a Gwen spin off. Let's see what I can do, and if it brings up interest.

I am thinking of changing the clothes/costumes of characters like Charmcaster, Ben and maybe others. I am curious what people would like to see them in, other then their signature colours. Also curious what people would like to see for Charmcaster's alien forms, when they are made female.

Thanks

HV


	4. Chapter 4

Disclaimer: This is a parody inspired by the works of Cartoon Network. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to the Ben 10 Series. I have no money and therefore not a good suing target. Thank you very much.

Hope Springs

Chapter Four

Ben arrived at Charmcaster's apartment and noticed the changes she had made. More of her colour scheme, arcane style and a bit of old fashion storybook style. Which made him wonder why she had asked him to bring the magazines, which he would be payed for. She was standing before the mirror looking at herself in it, before turning around to look at him with a smile and excitement. She said, "You brought them! Great!"

He pulled out the pile of magazines, asking, "Why are you so interested in a bunch of celebrity and fashion mags? I don't want to tell you why I feel so silly buying these over the counter."

"Sorry, but I needed them. I've decided to update my look, and if I am staying in this world for a long time, I need to fit in." was the reply of the white haired sorceress.

"Update? Why do you need an update? I thought you liked this costume given you went back to it." he asked curiously as she picked the up the papers he bought her.

"The first changed was due to me wanting to put on a mature sorcress look. Only to fall back into a more childish and familar form when I started to loose my mind. It was the same with your cousin as shifted from the clothes of a little kid, to a school girl or modest young woman, and into her hipster look now. Where she looks more mature and fits in with her college friends. You and Kevin care less on appearances, with you just want looking good while being comfortable and Kevin wanting to look intimidating." she explained in a deeper level on why she was doing what she was doing.

"So you are using this a research to help you. Well, it might help with you with clothes for various events, but you might have problems if you are going to use them to make a costume. You might have to turn to fantasy pics in novels, comics or online."

"You don't wear a costume. Isn't that how you got your identity leaked to the public?" she began to smirk at the young man.

"Usually turning into an alien was a good enough to hide my identity most of the time. It was only when an obsessive tween got looking for connections between aliens that my identity came out. But still I use my aliens as a form of costumes most of the time.

Kevin and Gwen didn't use disguise but then an alien takes most of the attention away most of the time. You, however, seem to like dressing up like a witch or sorceress most of the time. So I can see you doing that as regualr clothes or wearing them when heroing." He continued to explain to her why they did what they did.

"Which isn't as bad as it seems, since magic can help. Change the clothes you are wearing for clothes you want, shifting the molecules of the costume to transform them into the new clothes, or other methods of manipulating what you wear. Just as magic can change your body in many ways.

Still, I need a style... an image... so I can have them made either with or without magic. Otherwise I can't form things into other things. Someone, either me or someone else, has to imagine it into being. Which is why the magazines or your suggestions. It also helps me choose how to style my hair, make and accessories. Might not change for a while, but I would like to make something to show I am moving forward and not backwards. Maybe something between the two, or something new, or a mixture of things.

Still, you are right. I like to show off my magic skills. Which means like you said a witch or other magic user costume. But given my new Omnitrix, maybe something Sci-Fi. Alien Sorceress? Robot? Retro-Sci-Fi? Steampunk? Or go the reverse for something less futuristic?"

Ben looked at her and sincerely said, "I have no idea."

"Well, I have many options and choices to try out to see what works. It does help if I have materials to research from. Like what you brought me. The question is... who do I take shopping with me when I try them out?" she was looking at him, like the way many women before from his mother and cousin to his girlfriends had. He was filled with dread as he realized what it was she was hinting at.

He was hoping for some kind of villain attacks so he could avoid shopping no matter how attractive the woman was..

At Max's Plumbing's head office...

Max was in the office of the cover for Plumber's headquarters, with a younger woman. Except that younger woman was his much older ex-wife. Normally she was a sentient form of magenta/purple life force magical energy in a humanoid shape. However, she did take human form. In his youth, that of a sexy redhead woman his age of twenty. Recently, she had taken the form of a older woman with white hair. Like he had.

This time, she had taken another form. That of an early forties attractive woman with strawberry blond hair and green eyes. Dressed in a conservitive white blouse, black skirt, and black heels. Which would make it work with the job she need her to do. Which was...

"So you're willing to help train Charmcaster to use her magical powers in the alien forms her new omnitrix gives her? Because the sooner we can have her get control of all of that power, the safer it will be for her to be out in public." said the white haired sixty year old, as he looked at his magical wife.

"I believe with enough time and work, we will be master magic in any form and shape. Like most anodytes, even if it takes less time then the sixty or so years it takes my people to master it. We just figure out the basics and go from there.

Plus there is the fact this Charmcaster makes a cute little couple with Benjamin. Just think of the adorable romance they could have, and the great grandchildren they could have." she continued, as she rubbed her hands together as she giggled to herself.

"Verdona, we don't need to mess with their lives. They can make their own choices without us old people not trying to meddle in their lives." he answered her as he got a tired look on his head.

"I am a woman and a relative. I believe from what I understand from your human laws, I have a legal requirement to meddle in their lives and especially their love lives." she countered, continuing with her plans.

"Sitcoms are not sources of legal precedent, Verdona. Neither is dramas or any other form of Earth entertainment media. You are not legally required to play with people's lives by being female or connected to someone."

"That doesn't mean I can't meddle with people's lives, right? Besides, I'm not the type to force someone to do something they don't want to do... any more. I'll just give them a nudge here and there, a little helping hand while I'm helping Charmcaster control her power. Plus I get a chance to help out with Gwen. Even if she doesn't want to become a anodyte, I can help her master and control the spark from my side of the family." she said, smiling at the stressed look on his face. He knew this was going to cause him a headache.

But he knew this had to happen if these change of events was to have the best ending. Which meant having to handle the wild card which was alien being made of magic. So he would have to roll with it. The problem is where things would be rolling, which seems to be in the matchmaking department of Verdona got her way.

He took a breath, and continued, "We'll wait till Ben and Charmcaster finishes up shopping and we'll ask them to come to the base so we can introduce you to them as well as why you're here. Which is not to play cupid. Understand?"

"Sure, sure, Maxie. I know why I'm here. Don't worry about it. I'll make sure that your little silver haired mage is stable enough to use her magic no matter the circumstances. She'll be a Sorceress Supreme as you humans say."

"Comics are not human history either. If you want the best legal or historical information, check text books on the topics. This is why each world with life on it has an Introduction series on how things work and why on each world. So other life won't judge the world based on it's media." Max complained about Verdona mistaking pop culture for reality. He wasn't sure if she was joking with him or being deadly serious. Which was a problem with Anodytes and their limited of connection to physical reality.

'Which had explained what happened with Gwen and trying to force her to sacrifice her physical form so she could become a full anodyte. A misunderstanding on how non-energy beings can be connected to their matter bodies.' he sighed, knowing he would be there to keep an eye on his former wife and other things. He made sure to make the point of notifying Ben that Max wanted to see him once the two young people had finished what they was doing.

Hoping the two of them could handle meeting Verdona.

Elsehwere in the Bellwood area...

Doctor Aloysius J. Animo, genetic genius, was working to maintain his cover and further his plans. Which was followed by one of his chimeria stuffed animals asking, "What brilliant plan have you plotted, Dr. Animo?"

"Glad you asked." he said looking at the animals, before continuing, "I have discovered the device known as the Nemetrix, which contains the DNA of various of lethal animals. The natural predators of the aliens within the Omnitrix wielded by that fool Tennyson.

Perfect for the various experiments I need for my new world order. Once I get the device and the source of genetic materials, I will create much more lethal animals then nature has ever seen!"

He continued as he looked at the various tubes which contained the creatures he would need as tools to steal the knock off device. He spoke up, "Each one of my new children have been designed with both DNA from Earth and Space as well as technology for special purposes.

One to hack and disable technology. One to breakdown barriers. One for stealth missions. And so on... Everything and anything I needed to break in and take what I want! All I need is time and opportunity to use my plans."

He turned to various of small and mutated pidgeons which had been sent out to spy on the Plumber base and other important locations. Marking movements, strengths and weaknesses, and more. One of the things they had seen was the showdown at Mr. Smoothy. Nyancy Chan, with a power boost, fighting Tennyson. And his new surprising partner, Charmcaster.

'I wonder what is causing her as well as other criminals to go on the straight and narrow. I don't know. But where did she get the Omnitrix? I thought there was only one... plus the one Albedo created. And the Nemetrix... I guess they're not as rare as they seem. I wonder why more people don't try to make their own. Other then Azmuth and Tennyson preventing it, which explains a lot.

But soon I will have a reward just as sweet as the Omnitrix! All I need is the right moment. But that means I have to lure Tennyson and his female sidekick away from the vault which is holding the alien device. Which means developing a new specialized pet or pets to keep them entertained while I work.' he thought as he opened the Negative Ten file.

Named after the group which had been created by the Forever King Driscoll, it was now the term given for the various files and ideas to be used against the teenaged hero. All villains had kept them up to date with the times other villains had use their plans and failed. Each file tended to be focused on the villain's specialization, but also included other fields of ideas.

Which was why Animo's files contained modifications based on different animals and their natural adaptations, whether from Earth or beyond. The addition of the Nemetrix would help destroy Tennyson, but these would at least be able to slow him down. Animo was cycling between various base animals for the form of the Predator.

"Felines? Canines? Bears? Serpents? Lizards? Crocodilians? Dinosaurs? Maybe a little all of the above. Then there is the power boosting. Elemental powers, above natural abilities, cybernetic weaponry? What to do?" said the scientist as he began to use his computer to design the Chimeria he wanted.

"Perhaps something Ursine? A bit of polar bear, a bit of grizzly? Perhaps something suprisingly venomous as well. Yes, this will be an interesting and marvelous creature once I have finished it. All I need is some way to neutralize magical attacks on my child." the doctor was having a problem with the last part. Since he knew next to nothing on magic, and all of the mystical villains seemed to have sought redemption.

"Hmmmm... I may need to outsource mana protection, but to who? Who could counteract the mystical element?" he asked himself as he tried to figure out what avenues he could investigate for this purpose. He would either need another magic user, or someone with scientific experiences with the study of life force energies.

"This is going to take some time. So best to keep an eye on the situation."

Back at the Bellwood Mall...

The main mall in Bellwood, the Bellwood Plaza mall held multiple shops of all types. Such as bookstores, restaurants, and such... Including many, many clothing and related stories. Clothing including underwears, shows, purses, hats and such. More then enough to fill their pockets and drain their wallets. Which was the current source of Ben's nightmare. Even as Charmcaster was not racking up a huge piles of purchases, she was doing massive amounts shopping even if she wasn't buying a lot. She seemed to be taking note of everything she bought or worse.

Still, she had a lot of stuff she was collecting. She had collected a lot of clothes so far, but now she seemed to be enjoying a little bit of twisted fun at his expense. For while she had begun with practical or comfortable clothing like dress suits or sweat clothing, which did show off her body well enough. She had changed from that not more then a few minutes ago to the 'sexy' clothing. Party or clubbing clothing, swimsuits and sleepwear. With the acessories like shoes, purses and so on as well...

Which included a black dress which showed off a lot of skin, covering only her breasts and connected to a minidress by way of a golden ring over her abs. A long magneta cocktail dress. A magneta bikini as well as a sling shot swimsuit. As well as a black babydoll sleepwear. She always asked if she looked good in them, smirking as he looked awkwardly at her. He knew she was hot, and his body reacted in the same way. But he knew this was suppose to be a more private or between people who were closer then they were now. But he couldn't lie to her, since she could likely read his face and unconscious reactions, so he had to say she did look good in them. Cold shower good in them.

It was making him wish he was fighting bad guys again, as this was not one of the areas of life he was expertise. He wasn't an expert in many things in life, he had to admit. Which was why he was glad the Omnitrix rung with a message from Grandpa Max. As Charmcaster was changing and checking out the clothing, he answered the call.

"Ben, glad I caught you. You don't need to rush, but once you finish up, you need to head over to the base. I have someone for you to meet you, someone who could help with training Charmcaster with her powers." said the voice of his grandfather spoke from the Omnitrix.

"Understood, Grandpa. Let me guess, this person could help Charmcaster cast spells as an alien. Well, once she's finished up shopping and get her stuff put away we'll head over." Ben said, getting the message as he tried to figure out getting things done.

"You can take your time, but don't dottle. This is going to be something very important, for everyone. I'll see you when you get here." finished the man on the other end of the communicator.

Charmcaster appeared in her the costume she had arrived in, being the overcoat. She asked him about the call and he explained it. She continued, "Well, I just have one or two more places to check out. A book store or one of those gaming/comics shops, see if I can't get any ideas on a new outfit. Something I can work my spells in without any problems. Between the art books and novels of the fantasy, video games and comics genre... I should be able to get something."

"Good. I know just the place, it's on the way to Grandpa Max's Plumbing shop. We'll just drop off your clothes at your apartment and..." he noticed Charmcaster moving her hands and speaking latin. The items they had bought disappeared and she smiled as if saying 'all done'. He continued, "Which I guess you did. We can stop off at The Index for everything we need before seeing what Grandpa wants."

With that, they left...


	5. Chapter 5

Disclaimer: This is a parody inspired by the works of Man of Action and Cartoon Network. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to Ben 10. I have no money and therefore not a good suing target. Thank you very much.

Hope Springs Eternal

Chapter 5

Verdona had decided on a version of the original young woman form which she had taken when she had met the younger Max Tennyson. Slightly older so instead of being in her early twenties, she looked more like a late thirties version of that woman. She was wearing a pale blue blouse and a white skirt which went below her knee. This was followed by pale blue heels as well.

So she had expected that not even Ben would figure out who she was when he entered the room with the silver haired sorceress which she was here to see. Which looking at her, even with that large overcoat which covered her body, she was still a heartbreaker. Which sparked images of adorable great-grandchildren in her mind.

'However, forcing them into that situation won't work. Reason which most love potions don't work when they forces a change in a person. No, to get what you want you have to be subtle. Get them into close contact, which they will be. Then make sure they are free, which they are. Then get them to notice each other and allow them to bond.

Still better make sure Ben knows who I am...' thought the energy alien, rather quickly before introducing herself with a "Hello, Kiddo!" to him.

"Grandma Verdona? They got you to come here for this? Guess it makes sense." said Ben, to the shock of his companion who looked surprised.

"That's your grandma? Did you grandpa remarry or does she have really good genes?" asked the purpled eyed woman next to him.

"Well, I am going to show you all this later, but I'm an Anodyte. An alien lifeform which is made of mana energy. We can take on corporeal forms and have kids, and some those have the spark in them. The ability to become Anodytes in themselves, which makes them powerful magical users." she continued explaining things, which caused a spark to light up in Charmcaster's eyes.

"So that's why Gwen's so good. I thought she was just an idiot savant, but turns out she's basically living magic in a human suit. Don't know if I should be insulted or not. I always thought she was lucky for getting the power I trained so long for with so much ease. But I guess that she was born with power, she just had to learn to use it.

So I guess you're here to teach me how to use my powers which in alien forms. Because you have the power to become any alien body and use magic in them." said the younger woman who looked a bot annoyed at the revealation which they had given her.

"That is correct, Kiddo. We will be working to understand how mana flows through the chakra pathways of different alien species. Not too hard, once you understand how their placements might be different. In many ways, it's a refresher as well as a source of additional information. So we'll work on that." said Verdona as she looked at the two of them. She was also creating plans for getting the two kids together.

'Charmcaster is looking for a new costume. I can help her with that, picking out something functional but sexy to attract Ben's attention. Find a way to get Ben to keep cleaned up so he looks good for her. Plus the time I spend with both of them will help. And I have a few tricks up my sleeves as well.' she thought to herself as she decided to help. In more ways then one.

Later...

What had followed from the meeting of Verdona Tennyson was a few major points. Charmcaster had been shown the true form of an Anodyte, which was a humanoid of purple/magenta energy with tentacles like hair. What had followed was a case of training with various forms of aliens. The most important thing was Verdona telling her how to know what magics would work with each form.

"Each alien have strengths and weaknesses which boost or inhibit their magic. It can also be surprising how it work. Heatblast is good at fire magic but poor with icy cold magic, unless he has a cold. Big Chill is great with icy magic, but is has no benefit or penalty for fire magic. Many of the stronger fighter aliens are better with combat magics. Conjured weapons and armor, spells which boost strength and other attributes, and so on..." Said the being of living magic, pointing out much of the differences of powers between aliens.

'The truth of the matter is the aliens tend to be better with magic with match their genetics or behaviors, while being worse with magic which goes against it. Like weaknesses. Then there is much more magics which tend to be average for each species. Then there is species like Anodytes and Humans. Both of them tend to be good with magic, the former because of their nature and the latter due to adaptibility. Such species making great mages.' thought Charmcaster as she fiddle with the design of her costume in her apartment after training.

'Who knew that Adwaita was the same species as Terraspin, an Geochelone Aerio? A famous noble figure of wisdom, corrupted by the Alpha Rune driving him mad. The best reason for switching to an Omnitrix. But the fact he overcame a natural resistance to mana in various forms caused him to become a powerful magical user in spite of it. Like resistance training. One of another potential uses of the device.' She continued with the lessons which Verdona had taught her.

She moved on from her lessons to the costume she wanted. In her mind, she discussed the pros and cons of the design. The first was simple and obvious, "The function over form, something useful in fighting over looking good. So anything with a top and pants, then add no-heel or small heel shoes. Like those catsuits the spies in media wear or uniforms like police.

However, between my magic and the fact most of my fighting involves either minions or transforming into an alien where clothes don't matter much there. So practical clothes are not as much a problem for me then other people. Especially if Ben can wear a t-shirt and pants while using the Omnitrix. So I can be a bit more... imaginative."

She had summoned a illusion version of herself, which she had placed a magenta then a black catsuit on it. It was after deciding against it, she took to arranging what kind of clothes to use. She worked on the elements she would be working with.

"Feet, legs, body, arms and head. So boots, shoes or sandels. Pants, leggings, shorts, skirts or nothing. The body either needs a top, coat or dress. Which also covers the arms, save for gloves and the like. Then head with a hat or something. Then accented by things like bags, make up, tools jewelry or something. Infinite number of combinations. The question is the purpose?" she knew the uniform which she would make wouldn't only be to look good, but to be used for a purpose.

"My previous costumes either allowed me to conceal or hold a lot of items, or made me look like a magic user while allowing some sex appeal. So how much practical do I want, how much deception, how much to base on my physical appearance?

Truthfully, between my coat and my dress, I have been using to fighting in long clothing with some tights covering my legs. So it would be best to use something like a dress or a top and skirt combo. If I don't reuse the coat, but I want to avoid it given the security blanket nature of it. "

The illusion split and shifted to show the two main options. Top and skirt. Or Dress. She cycled thought different designs, from those which didn't show off much skin to ones which showed off a lot of skin. With each one, she tried different elements on her legs. Stockings, fishents, tights, bare, and so on.

Her feet shifted from different shoes, boots and other footwear. Including different kinds of heels of sizes, thicknesses and styles. With magic, feet could be supported or trained on any kind of shoe. Her arms were covered in sleeves, went bare, were covered in many types of gloves. From fingerless to those with fingers, from wrist length to elbow length opera gloves, as well as leather to silk to other fabrics.

On her head was so many hats, crowns, headbands, hairstyles, and so on. With little touches which would enhance the look she was going for. She finally had a few top contenders which she could use, selecting the one which would look the best for everyday heroing wear. She used various magic to save the designs and began to use different collections of clothing and loose farbics to magic them up. Soon she had a number of the different kinds of clothes she had decided on.

"Wonder what people will think of these beauties?"

Elsewhere...

Predators came in many forms, but some were more common. Large cats were common on land, with small canine or feline predators or bears. Most reptiles, insect or other creatures without bones were posion uses to conserve energies or carried diseases. Sea life uses size, poisons and/or sharp teeth to win.

So what ended up being created was mostly a huge cat, with large retractable poisoned incisors. Giant retractable claws. It's tail was a huge poisoned scorpion tail. With the lack of a human face or wings, it looked much like a mantacore. This was followed by the bionic elements added to the beast. Like an anti-gravity device to add elements of flight. Added energy weapons to the poison and deadly natural weaponery. Enhanced senses both biological and mechanical. It was also designed with a telepathic link with it's master.

Doctor Animo!

"My super-predator is perfect. With my modifications, it will defeat Tennyson. Or at least slow him down until I can get the Nemetrix for my experiments. then I can make much more superior creatures for my new world." raved the mad scientist as he looked at the being in the cage.

He continued with, "I have been training it to hunt down Tennyson. With visual similar dummies with audio clips inside it. Coated in the scent of chilli fries and smoothies."

This was followed by such a dummy being reveal and thrown into the pen with robotic arms. The beast instantly jump at it, ripping and tearing it to pieces. Chewing it to bits, even as it poisoned it. This was followed when the beast finished, by the robotic arms dropping pounds of meat of all types into the cage.

Animo, using the telepatic link up he had developed for his latest creatures, scoped out the layout of the Plumber base. Animo continued to run commentary to himself, "Thanks to that bug user, Clancy, I have become ever so proficient in telepathic commands of my creatures like he has with his bugs. The mutation I gave him for reward was worth it. Add to further genetics and bionics technological improvements, and I have created a better life form for a better world.

So now I have my tiny spy bugs and recon rodients snooping out the base, looking for the storage or evidience lock up where my prize waits. Which seems to be holding in the evidience lock up, vault 2418. If the wi-fi hack my little pets have is right. Scouting out maps for the quickest in and out break in for it. Yes!"

The data he had collected was being formulated into a plan, "I will use my majestic beast on Tennyson, using a decoy doppelganger of myself with it to commet some electronic crime. Make them think I am building something, something big. While my other smaller pets steal the device, trying to make it look like the work of someone else. Khyber, Psychobos or someone else.

I want as few people as possible knowing if I am behind this. So that I will not be disturbed when using it's genetic information in... creating new life. If Tennyson survive my latest master piece, then my later creations made up of his natural predators will be successful.

The final element is to select the time of day for the most impact. Like when they are on a skeleton crew or changing shifts and would be confused at what to do. Thankfully, my pets are keeping a close eye on the good officer's schedules. A quick computation, and my plans will be ready!"

His mainframe was make those calculations for the most efficient attack which could be made. Which was rather soon, given the window it discovered. A little work and he could make it.

"And no one will be expecting it!"

Later...

Ben was getting his mind collected as he got a new smoothie. Charmcaster had asked for time to get her stuff together. Including getting the right identification. Which would include a drivers license, once she finished Driver's School. Seems extra-dimensional humans didn't have very many cars. So she was being allowed to regiester for the school, by herself even if she had to check in with either the base or him.

So it allowed him time to examine the events of the last little while. Including Charmcaster trying to go good and making her own Omnitrix, as well as some kind of new foe which had upgraded Nyancy Chan. He, at first, looked for a link. But other then a tech boost, there was nothing obvious. Or even subtle unless it was really sneaky.

'Plus the tech Nyancy used was completely different from the Omnitrix, even if there was some elements we didn't seem to understand. Tailored perfectly to our cat lady's powers and skills perfectly. So Charmcaster seems to be legit.' he thought as he wondered what kind of countermeasures the Plumbers had for Nyancy now.

Then his thought turned to Charmcaster, "Have to admit, she's still hot after all of this time. Ever since i started to noticing girls, I knew that. The trouble was she was an enemy at the time. Either because she was ruthless in her mission to gather more power to free Ledgerdomain. Or she was bat shit crazy because of the power of the Alpha Rune. Now, she's trying to avoid the power which made her nuts... by using the power I use. The Omnitrix.

Which means I have to work closely with an attractive woman while single. No way that can get weird or awkward. Still have to handle it."

The brown hair user of the Omnitrix was tempted to attempt to hit on her. The results was what he feared. Either pissing her off, offending her or making her laugh at him. Making it harder for him to work with her.

'So unless she starts it, it might be best for me to forget things. Still she seemed to enjoy making me squirm watching her play sexy dress up when we went shopping. The idea she is learning how to use the aliens to enhance her magic, makes me wish I could use magic. Maybe in another universe, I use magic and someone like Gwen has the Omnitrix? Makes you wonder if in that world Kevin and Gwen are still dating or if it's me and Charmcaster?' the thought of parallel Ben reminded him of the time a team of good alternate Ben or Omnitrix users took on evil alternate Bens or Omnitrix users.

'Makes you wonder how times and space ends up going the way it does? The fact there is an infinite version of yourself seems to make you seem like nothing special, yet the things needed to be done to create a single person the way they are in each dimension makes each one special. Wonder what the Professor would think of that Paradox?' after a little meta tangent, he continued with his current issues.

'So i am going to have to work and train my new silver-haired partner while a mystery is going on. Someone is using technology to boost an criminal. This is not going to be a one off, given the attempt Nyancy made didn't seem... epic enough for the tech being used. If used properly, it could have caused more damage. Something bigger if brewing, something like a slowly growing storm only to turn into a hurricane. Maybe with sharks and tornadoes in it too.' memories of the bad movies he had been watching in his mind.

It was as he was finishing his drink, the Omnitrix started bleeping with a message from headquarters. He answered it, as his Grandpa Max's voice spoke up, "Ben. We have an emergency. Doctor Animo is attacking an electronics store, with a huge mantacore creature he created. We're worried he's going to seriously hurt someone. Especially if the monster's poison is as serious as it's blasters. So we're sending you and Charmcaster. You both have access to aliens which might be immune to any earth-based poisons, plus your experience and her magic will be useful here. So she'll meet you there. Understand?"

"You can count on me, Grandpa. I'll be there in a flash." said Ben as they ended the call as time was of the essence. The Omnitrix had both the data for the location of the crime as well access to the police scanner. Making it easier for him to know where he's going. Ben continued, "Watch out, Animo! Here I come!"


	6. Chapter 6

Disclaimer: This is a parody inspired by the works of Man of Action and Cartoon Network. All characters that I have not created or borrowed from other sources are theirs. This is a Fan fiction and not meant to violate the rights of those who own the rights to Ben 10. I have no money and therefore not a good suing target. Thank you very much.

Hope Springs Eternal

Chapter 6

The beast was huge. It was the size of a polar bear, at least. It had the body of a great cat, like a lion but with muscles like a bear. It's tail was like a scorpion's with a stinger, wings of a might eagle, the mane of a lion, as well as the face of a saltwater crocodile. Elements of cybernetics were seen in pieces of metal and wiring as well as tubes were all over it. The claws and teeth were re-enforced with some kind of metal.

Teeth and stinger dripped with a foul puss-shaded fluid with a rancid smell. Hinting at it's toxic nature. The kind of thing which causes people to avoid all contact with the same fluid.

Which is what Ben saw people doing when he arrived at the eletronics store. The snarling beast seemed to have the job of keeping people away from Dr. Animo as the mad scientist started to steal components he seemed to need. Ben was behind the barrier, both waiting for his new partner and figuring out how counter the monster.

Waiting which wasn't very long as Charmcaster appeared next to him. In new clothing. It was a dress which looked less like cloth and more like leather.

A magenta dress, skin tight, with a hemline just below the thigh in various alternating points. It covered up to her next like, but was sleeveless. A red gem with a gold fitting was at her neck, with a pink replica of the Alpha Rune Symbol. The dress had pink lines which created heart like symbols with shades of lavender in them. Those pink lines going along the pointed bottoms of the dress, just below the breats to show them off, and along the sides. The lines also likely forming runes or at least designs like runes.

While the sleeveless, she was wearing some armbands on her biceps and one on the wrist on the opposite side of her Omnitrix. Pink lined them again, with more runes and symbols. As well as pieces of pink and red stones. Her silver hair was loose, but streaked with lavender. Held in a pony tail with another strap of leather with symbols and gems. She wore heelless boots which covered her to her upper thigh, with the same pink and lavender designs against a shade of blackish purple, which contrasted against both her dress and her decoration.

Her eyes were highlighted with purple eyes shade and a purple-red shade of lipstick which matched her fingernails. She asked him, "How do you like it? Had to use some tricks, but I think I make a perfect battle outfit."

"Not exactly the kind of clothing I would wear into battle." he answered, as he had to admit it looked like more of a outfit for partying then fighting.

"Says the man who fights in a t-shirt and pants most of the time. The Omnitrix mostly negates the need for specialize battle clothes. I have the benefit of magic. Both magical materials and enchantments, which can be harder then steel in many circumstances. Let's say this outfit has more tricks in it you haven't see yet." she countered his words, before continuing, "What's with the funky manticore there?"

"Dr. Animo, making a new bodyguard for his cyber-crimewave. My guess, he tried to make a bunch of deadly predators together. I'm guessing that stuff on it's tail and teeth is the world's most toxic venom in the world. Any ideas?" he asked, wondering if she had a different idea then he had. Which was mostly avoid the poison.

"If we can neutralize the venom, the claws and the teeth... then most of the problems are solved. Any aliens in the Omnitrix good against poison and sharp things?" she asked him, likely not knowing the forms she could take as well as Ben.

"Anything that isn't an organic animal life form. Non-organic life, plant life, and anything with a regeneration factor would help. Regeneration would also help against teeth and claws. So a Swampfire, Lodestar, Bloxx, or Wildvine. Something like that..." he told her as he moved to his Omnitrix to select the alien he wanted. She followed him.

He transformed into Lodestar to take advantage of the non-organic biology, regeneration and the magentic powers to control all of the metal in the city. Charmcaster had transformed into Swampfire or her version of the alien. It had the same green body with some additional curves to it where expected. The colours were different then his form. The parts which was red for Ben, and blue was for her. White for his yellow, magenta eyes for his green ones. Same with the now blue and white thorns on her body. For some reason he was expecting to see more purples and violets.

Fortunately, this alien has both plant and fire power. Plus the ability to regrow from the smallest amount. Being a plant also helped work against venom designed for most animals and not veggie based life. Which made Lodestar happy, as they were lucky to get what they wanted in their last two missions. Instead of glitches and mistransformations.

They headed into battle with the Manicore. Which turned to face them with speed, as it began with a leaping attack at them. Only for Lodestar to launch a car at it, as Charmcaster fired blue tongues of flame at it as well. The car smashed it down from the middle of it's attack, causing some minor damage. While the flames did cause some more major damage, the red and black burns on the beast began to heal soon after the wounds were visible. The regeneration was slow but it seemed to take effect as soon as the wounds were created.

Lodestar shook his head, "Looks like we're going to have to give that thing a major beatdown before we can stop it. So keep hitting it."

He had begun to pick up whatever metal or magnetically controllable materials. Using them as shields and weapons like clubs. Charmcaster was using her flames as well as her control over plants, like throwing the seeds which grows on her body. These created vines which could be used to capture or at least hit and push around the beast.

Claws and fangs were attacking the metal and vines, keeping them doing too much harm. The fire was harder to deal with for the monster, but it's healing factor did keep it from going down. When ever they came close, the stinger tail would move to try and deliver it's toixc payload. Or it would try to charge, hoping to land a bite or even scratch of their teeth. The same venom in the tail likely being in the fangs, with internal injectors like snakes.

The two of them were trying to keep others from getting too close to the manicore. They were also looking to get to Animo, but the beast seem to have enough brains to keep them from getting close to their master. Who seemed to be collecting parts which were loaded up on what looked like winged mules the size of oxen.

He moved to get close to Charmcaster, as they fended off the manticore. She then asked him, "Any idea how to bring this guy down now instead of taking him down by inches. Cause it looks like the burning is the only thing which is having the major effect. "

Ben had been thinking, his ability to adapt when needed causing it to develop something like a plan. He answered her, "I need you to get mismatched over there to be tangled in vines. Then we can heat up some of the metal around here. A big ball of molten steel and stuff should do more damage and could be used to hold it in place as it cools."

Charmcaster wiggled her fingers, causing the remaining vines to move and grow so they could capture the beast. It tried to fly, but the vines tangled those wings. While this was happening, Lodestar gathered as much of the metal he could get into a balled up sphere. This was followed up by the female Swampfire using blue flames to heat up the sphere, slowly turning it yellow and red. It kept heating up more and more till the only thing keeping it solid was his magnetic fields.

Once that was done, he moved to wash the liquid metal to the monster. Causing burn marks which the regeneration was having trouble with, but the metal managed to stick to the monster. Charded flesh stunk as wings, skin, and the tail were singed. It was only a matter of time before the beast went down. Hard.

But as they won the battle, there was an explosion, A flash followed by a large boom as smoke spread out from the place where Animo had been collecting things. As the two of them had their eyes seeing stars and their ears ringing, they couldn't see the escape of the different winged mules.

Elsewhere...

Dr. Animo had won, even if he had lost his manticore beast. He had collected a score of parts for future devices. And while his spy creatures had failed to steal the Nemetrix, he had access the schematics of the device. Which would allow him to make his own copy...

'If I can get the right parts or at least counterparts for them to make my own nemetrix. If I can get the right alien parts, if not my version will have to be bigger and more complex. At least I got a download of all of the DNA of the predatory animals which hunt Tennyson and his girlfriend's aliens. Now I can use it to make better creatures to hunt them down and end them permanently.' he thought to himself as his creatures uploaded to his computer in his lair, plus some back ups he had hidden.

He continued to think, 'It might take me a few weeks or even months, but I will be able to create what I can imagine.'

With that he used his mules to fly to the safe passage to his hidden lair. What he didn't know was the fact he was being watched by hidden eyes, taking careful note of Animo and his true action. As the schemes of one villain was being incorporated into the schemes of another villain, whether the first knew it or not.

Later, at Plumber HQ...

Charmcaster didn't like loosing, either as a bad guy or a good guy. Especially since she had done all of this work to get ready for it. But Ben seemed to sense this and was trying to help her out, "You have to understand, sometimes the villain can win in the short term. Things like Aggregor or the Forever Knights, moving one step ahead of you no matter what you do. But eventually, you stop them. You have to deal with the fallout usually, but they all turn up. And every times we win in the end."

She wasn't sure of the last part was being cocky, but then ever time they fought her, Ben and his friends did end up winning. She remembered when she had plotted and planned to get revenge against Gwen, and realized how much of her life revolved around her. When not thinking of freeing her home from that flame-headed turtle bastard. Which made the point Ben was saying.

So she asked, "What do you guys do while waiting for the villains to pop up again?"

"Well, when not hanging out and having fun... or doing various paper work, I train and prepare. Reorganize my play lists, see what kind of powers and tricks I can use with my aliens. Of course, while waiting for one bad guy another one tends to pop up. Animo gets away, but then the Circus Freaks come out with a robbery.

The best thing you could do, is to master magic while in aliens forms. The biggest thing with the Omnitrix is learning adaptability. You might not always get the alien you want, either due to misdialing or glitches to outside factors like different aliens affecting it. So sometimes you have to learn to make what you get work." Ben told her, trying to share the information he had on being a wielder of the powerful device.

As Charmcaster listened, he continued his lesson, "There was this time when I was ten and I was capture for an arena with Kevin, who was a bad guy back then. He was also a mutated form of all my ten original aliens and his human form. But because he was a mix of eleven aliens, he only had one eleventh their power.

But I pointed out, as we tried to escape, was that he could combine the weaker powers together to make a more powerful attack. Like spraying some Stinkfly combustible gunk while shooting off a fireball from Heatblast for a better attack. That's kinda the issue you are having with your spells. You have to find out how to get use to your new bodies, then figure out how that effects your magic.

Of course, there might be surprises. Like the time I caught a cold. Made all of my aliens have problems. Wildmutt couldn't see due to stuffed up gills, Fourarms had smelly hives, and Heatblast... developed ice powers."

Charmcaster was stunned at the idea of a being born on stars developing ice powers because of a cold. She had to ask, "Why?"

"Don't know off hand other then the Omnitrix was trying to adapt the human cold to something similar to those aliens. Aliens are different both biologically and because of that also mentally. I'm also guessing the same for their mana.

It's like how all of the spells you and Gwen use are in Latin. But you have to learn a new spell, but it's written in Chinese. Different language and different alphabet as well. That's kinda what you're looking at. Which is why you should practise when you can, and learn what you can from Grandma Verdona. Plus you might want to watch any of the tapes of me using my heroes. You might be able to figure out something you can use or adapt.

This happened when Harrange tricked me into showing off all of aliens so he could build a robot to counter me. To raise his ratings. When I figure that out, I had to use other moves like those from my Sumo Slammers games before finally using Nanomech since he was too small to scan. So you never know what you can end up using."

Which was how they ended back at one of the training rooms, to continue helping her to use her powers. Ben continued, "How about we spar using aliens, get you use to their bodies. From one side or another."

Elsewhere...

A figure in shadows in working on something as electricity and flames spark around them. Around them liquids in glass containers bubbles and steamed as the boiled or mixed together. Weird formulas were written in books. Working as loud noises echoed all over the lair they were in, they finally stopped as they yelled, "Finished!"

On a screen before them was a listing of every criminal and threat which had visited the world, Bellwood especially. Including a brief summary of their powers and skills. Beside those were another section which held information the figure had developed. Ways to enhance the villains to become greater threats. As well as weaknesses, including ones given with the power ups. On another screen was details on the hero Ben Tennyson, as well as those for the sorceress Charmcaster.

The figure looked at these screens and said, "So close to the beginning of all of my plans. Finding the pawns, as well as the King and Queen. Setting up the board. Ready for the game to begin. It may have taken my time to perfect, but once I begin no one will know what I am doing till it's too late. Soon, I will be the most powerful magic user which ever existed."

They looked at the floor beneath her workspace, which held them. The army of monsters and terrors which they had created to aid them with their plans. Each with a different appearance and collection of powers. Each one was potentially dangerous to their enemies and the public at large.

They continued, "While all of the heroes are busy with my minions, I can move forward with my true plan. Between them and the boost the villains are getting in this town, Tennyson and the Witch will be kept on their toes."

The screens changed, showing off a view of Bellwood from various locations. The town looked peaceful and calm, but then again it was only a matter of time before more chaos appears in the town. The shadow figure then finished off with, "Now where to begin?"

In Space...

Vilgax was on the run from various law enforcement given he was away from his homeworld, as he was trying to gather something he could use to obtain the Omnitrix. Which was why he was interested when one of his numerous robots relayed information sent by Psyphon's organization on Earth, even as incompetant as it was.

The robot began to report, "Sir, Psyphon has reported that there has been a development on Earth. It seems there is a second Omnitrix on the planet, in the hands of someone working with Tennyson."

Vilgax listened, and considered the information. He knew it was possible to create more then one of the powerful weapon, given Albedo had done it. But given Tennyson had not only destroyed the prototype Vilgax had taken from him, but also convinced Albedo to give the human the Ultimatrix. So it was of limited use if Tennyson could stop the squid headed alien with all of the massive power of the device. The human had to die first.

A second Omnitrix was of interest, since he had to know how much of a threat the second user could be. Learning how the second one was created is also important. Maybe he could use this to get his revenge. So he began to speak,

"Tell Psyphon to keep observing, learn all he can about the second Omnitrix user and the source of the second device. Tell him to keep me informed. Also keep multiple routes to Earth if I need to arrive there."

He continued to think, 'I need something more then the Omnitrix. More powerful, more shocking, or more cunning. Something to counter the power of the Omnitrix. So that when I go up against Tennyson, he won't know what hit him.'


End file.
